Exhibit 10.18

                               EXCHANGE AGREEMENT

                                     Between

                          MT ULTIMATE HEALTHCARE CORP.

                                       and

                               BP SENIOR CARE INC.


                               Dated May 20, 2004

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                               EXCHANGE AGREEMENT

     THIS  EXCHANGE  AGREEMENT  (hereinafter referred to as this "Agreement") is
entered  into  as  of  this  20th  day  of May, 2004, by and between MT ULTIMATE
HEALTHCARE  CORP.,  a  Nevada  corporation  (hereinafter  referred  to  as  the
"Company"),  BP SENIOR CARE INC., a New Jersey corporation (hereinafter referred
to  as  "BP Senior Care"), and the person executing this Agreement listed on the
signature page hereto (referred to as "BP Senior Care Shareholder") who owns one
hundred  percent  (100%)  of  the outstanding shares of BP Senior Care, upon the
following  premises:


                                    Premises.
                                    --------

     WHEREAS,  the BP Senior Care Shareholder owns one hundred percent (100%) of
the  issued  and  outstanding  shares  of  the  capital stock of BP Senior Care;

     WHEREAS,  the  Company is a publicly held corporation whose common stock is
quoted  on  the  OTC  Bulletin  Board  under  the  symbol  "MTHC";

     WHEREAS, BP Senior Care is a privately held corporation organized under the
laws  of  New  Jersey;

     WHEREAS,  the Company desires to acquire 100% of the issued and outstanding
shares  of Common Stock of BP Senior Care in exchange for unissued shares of its
Common Stock (the "Common Stock") (the "Exchange Offer"), so that BP Senior Care
will  become  a  wholly  owned  subsidiary  of  the  Company;  and

          WHEREAS, the BP Senior Care Shareholder desires to exchange all of her
shares  of  capital stock of BP Senior Care solely in exchange for the shares of
authorized  but  unissued  Common  Stock,  $.001  par  value,  of  the  Company.

                                    Agreement
                                    ---------

     NOW  THEREFORE,  on the stated premises and for and in consideration of the
mutual covenants and agreements hereinafter set forth and the mutual benefits to
the  parties  to  be  derived  herefrom,  it  is  hereby  agreed  as  follows:

                                    ARTICLE I

          REPRESENTATIONS, COVENANTS, AND WARRANTIES OF BP SENIOR CARE
                       AND THE BP SENIOR CARE SHAREHOLDER

     As  an  inducement  to and to obtain the reliance of the Company, except as
set  forth  on  the BP Senior Care Schedules (as hereinafter defined), BP Senior
Care  and  the  BP  Senior  Care  Shareholder  represent and warrant as follows:

     Section  1.01     Organization.  BP  Senior  Care  is  a  corporation  duly
                       ------------
organized,  validly  existing, and in good standing under the laws of New Jersey
and  has  the corporate power and is duly authorized, qualified, franchised, and
licensed  under  all  applicable  laws,  regulations,  ordinances, and orders of
public  authorities  to own all of its properties and assets and to carry on its
business  in  all  material  respects  as  it  is now being conducted, including
qualification to do business as a foreign corporation in the states or countries
in  which  the character and location of the assets owned by it or the nature of
the business transacted by it requires qualification, except where failure to be
so qualified would not have a material adverse effect on its business.  Included
in  the BP Senior Care Schedules are complete and correct copies of the Articles
of  Incorporation  and Bylaws of BP Senior Care as in effect on the date hereof.
The  execution  and delivery of this Agreement does not, and the consummation of
the  transactions  contemplated  hereby  will  not,  violate any provision of BP
Senior Care's Articles of Incorporation or Bylaws.  BP Senior Care has taken all
actions  required  by  law,  its  Articles  of  Incorporation,  or  otherwise to
authorize the execution and delivery of this Agreement.  BP Senior Care has full
power,  authority, and legal right and has taken all action required by law, its
Articles  of  Incorporation, and otherwise to consummate the transactions herein
contemplated.

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     Section  1.02     Capitalization.  The  authorized  capitalization  of  BP
                       --------------
Senior  Care  consists  of 100 shares of common stock, $           par value per
                                                        ----------
share,  of which 100 shares   are currently issued and outstanding and no shares
of preferred stock.  All issued and outstanding shares are legally issued, fully
paid,  and non-assessable and not issued in violation of the preemptive or other
rights  of  any  person.

     Section 1.03     Subsidiaries and Predecessor Corporations.  BP Senior Care
                      -----------------------------------------
does  not  have  any predecessor corporation(s) or subsidiary(ies), and does not
own,  beneficially  or  of  record,  any shares of any other corporation, unless
otherwise  disclosed  to  the  Company  in  writing.

     Section 1.04     Other Information.
                      -----------------

          (a)  Except  as  otherwise provided, BP Senior Care has no liabilities
     with  respect  to the payment of any federal, state, county, local or other
     taxes (including any deficiencies, interest or penalties), except for taxes
     accrued  but  not  yet  due  and  payable.

          (b) BP Senior Care has filed all state, federal or local income and/or
     franchise tax returns required to be filed by it from inception to the date
     hereof.  Each  of  such  income  tax returns reflects the taxes due for the
     period  covered  thereby,  except  for amounts which, in the aggregate, are
     immaterial.

          (c)  The  books  and  records  of  BP  Senior Care are in all material
     respects  complete  and correct and have been maintained in accordance with
     good  business  and  accounting  practices.

          (d)  BP  Senior  Care has no material liabilities, direct or indirect,
     matured  or  unmatured,  contingent  or  otherwise in excess of Twenty-Five
     Thousand  Dollars  ($25,000), except as disclosed in writing to the Company
     on  Schedule  1.04.

     Section  1.05     Information.  The  information  concerning BP Senior Care
                       -----------
set  forth in this Agreement and in the BP Senior Care Schedules is complete and
accurate in all material respects and does not contain any untrue statement of a
material  fact  or omit to state a material fact required to make the statements
made,  in light of the circumstances under which they were made, not misleading.
In  addition,  BP  Senior  Care  has  fully  disclosed in writing to the Company
(through  this  Agreement  or  the  BP  Senior  Care  Schedules) all information
relating  to  matters  involving  BP Senior Care or its assets or its present or
past  operations  or  activities  which  (i)  indicated  or may indicate, in the
aggregate,  the  existence  of  a  greater  than  Twenty-Five  Thousand  Dollars
($25,000)  liability  or  diminution  in  value,  (ii) have led or may lead to a
competitive disadvantage on the part of BP Senior Care, or (iii) either alone or
in  aggregation  with  other information covered by this Section, otherwise have
led  or  may  lead to a material adverse effect on the transactions contemplated
herein  or  on  BP  Senior  Care, its assets, or its operations or activities as
presently  conducted  or as contemplated to be conducted after the Closing Date,
including,  but  not limited to, information relating to governmental, employee,
environmental,  litigation  and  securities  matters  and  transactions  with
affiliates.

     Section  1.06     Options  or  Warrants.  There  are  no  existing options,
                       ---------------------
warrants,  calls,  or commitments of BP Senior Care of any character relating to
the  authorized  and  unissued  BP  Senior  Care  common  stock, except options,
warrants,  calls  or commitments, if any, to which BP Senior Care is not a party
and  by  which  it  is  not  bound.

     Section 1.07     Absence of Certain Changes or Events.  Except as set forth
                      ------------------------------------
in  this Agreement or the BP Senior Care Schedules, since inception on April 23,
2002:

          (a) there has not been (i) any material adverse change in the proposed
     business, operations, properties, assets, or condition of BP Senior Care or
     (ii)  any  damage,  destruction,  or loss to BP Senior Care (whether or not
     covered  by  insurance)  materially and adversely affecting the business or
     financial  condition  of  BP  Senior  Care;

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          (b)  BP  Senior Care has not (i) amended its Articles of Incorporation
     or Bylaws; (ii) declared or made, or agreed to declare or make, any payment
     of  dividends  or  distributions  of  any  assets of any kind whatsoever to
     stockholders or purchased or redeemed, or agreed to purchase or redeem, any
     of  its  capital  stock;  (iii)  waived  any  rights  of value which in the
     aggregate  are  outside  of  the  ordinary  course  of business or material
     considering  the  business of BP Senior Care; (iv) made any material change
     in  its method of management, operation or accounting; (v) entered into any
     other  material  transaction other than sales in the ordinary course of its
     business;  (vi)  made  any accrual or arrangement for payment of bonuses or
     special compensation of any kind or any severance or termination pay to any
     present  or  former  officer  or  employee;  (vii)  increased  the  rate of
     compensation  payable  or to become payable by it to any of its officers or
     directors  or  any  of  its  salaried  employees whose monthly compensation
     exceeds  Ten Thousand Dollars ($10,000); or (viii) made any increase in any
     profit  sharing,  bonus,  deferred  compensation,  insurance,  pension,
     retirement,  or  other  employee benefit plan, payment, or arrangement made
     to,  for,  or  with  its  officers,  directors,  or  employees;

          (c)  BP Senior Care has not (i) borrowed or agreed to borrow any funds
     or  incurred,  or  become  subject to, any material obligation or liability
     (absolute  or  contingent)  in excess of $25,000 except as disclosed herein
     and  except  liabilities  incurred in the ordinary course of business; (ii)
     paid  or  agreed  to pay any material obligations or liability (absolute or
     contingent)  other  than  current  liabilities,  and  current  liabilities
     incurred in the ordinary course of business and professional and other fees
     and  expenses  in connection with the preparation of this Agreement and the
     consummation  of  the  transactions  contemplated  hereby;  (iii)  sold  or
     transferred,  or agreed to sell or transfer, any of its assets, properties,
     or  rights  (except assets, properties, or rights not used or useful in its
     business  which,  in  the  aggregate  have a value of less than Twenty-Five
     Thousand Dollars ($25,000)), or canceled, or agreed to cancel, any debts or
     claims  (except  debts  or  claims which in the aggregate are of a value of
     less  than  Twenty-Five  Thousand  Dollars  ($25,000));  or  (iv)  made  or
     permitted  any  amendment  or  termination  of  any contract, agreement, or
     license  to  which  it  is  a  party  if  such  amendment or termination is
     material,  considering  the  business  of  BP  Senior  Care;  and

          (d)  To  the  best knowledge of BP Senior Care, BP Senior Care has not
     become  subject  to  any  law  or regulation which materially and adversely
     affects,  or  in the future may adversely affect, the business, operations,
     properties,  assets,  or  condition  of  BP  Senior  Care.

     Section  1.08     Title  and Related Matters.  No third party has any right
                       --------------------------
to,  and  BP  Senior  Care  has  not  received  any notice of infringement of or
conflict  with  asserted  rights  of  others  with  respect  to,  any  product,
technology,  data,  trade secrets, know-how, proprietary techniques, trademarks,
service  marks,  trade  names,  or  copyrights  which,  individually  or  in the
aggregate,  if  the subject of an unfavorable decision, ruling or finding, would
have a materially adverse effect on the proposed business, operations, financial
condition,  income,  or  business  prospects  of  BP Senior Care or any material
portion  of  its  properties,  assets,  or  rights.

     Section 1.09     Litigation and Proceedings.  Except as otherwise provided,
                      --------------------------
there  are  no actions, suits, or proceedings pending or, to the knowledge of BP
Senior  Care  after reasonable investigation, threatened by or against BP Senior
Care  or affecting BP Senior Care or its properties, at law or in equity, before
any  court or other governmental agency or instrumentality, domestic or foreign,
or  before  any  arbitrator  of  any  kind.  BP  Senior  Care  does not have any
knowledge  of  any  material  default  on its part with respect to any judgment,
order,  injunction, decree, award, rule, or regulation of any court, arbitrator,
or  governmental  agency or instrumentality or of any circumstances which, after
reasonable  investigation,  would  result  in  the  discovery of such a default.

      Section  1.10     Contracts.
                        ---------

          (a)  There  are no material contracts, agreements, franchises, license
     agreements,  debt  instruments or other commitments to which BP Senior Care
     is  a  party  or by which it or any of its assets, products, technology, or
     properties  are  bound  other than those incurred in the ordinary course of
     business  (as  used  in  this  Agreement, a "material" contract, agreement,
     franchise,  license  agreement,  debt instrument or commitment is one which
     (i)  will  remain  in effect for more than six (6) months after the date of
     this  Agreement  and  (ii)  involves  aggregate  obligations  of  at  least
     Twenty-Five  Thousand Dollars ($25,000) unless otherwise disclosed pursuant
     to  this  Agreement;

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          (b)  All  contracts,  agreements,  franchises, license agreements, and
     other commitments, if any, to which BP Senior Care is a party and which are
     material to the operations of BP Senior Care taken as a whole are valid and
     enforceable  by  BP  Senior  Care  in  all  respects,  except as limited by
     bankruptcy  and  insolvency  laws and by other laws affecting the rights of
     creditors  generally;

          (c)  BP  Senior Care is not a party to or bound by, and the properties
     of  BP  Senior  Care  are  not  subject  to, any contract, agreement, other
     commitment  or  instrument;  any charter or other corporate restriction; or
     any  judgment,  order,  writ, injunction, decree, or award which materially
     and  adversely  affects,  the  business  operations, properties, assets, or
     condition  of  BP  Senior  Care;  and

          (d)  Except  as included or described in the BP Senior Care Schedules,
     BP  Senior  Care is not a party to any oral or written (i) contract for the
     employment  of  any  officer  or employee which is not terminable on thirty
     (30)  days,  or  less  notice;  (ii)  profit  sharing,  bonus,  deferred
     compensation,  stock  option,  severance pay, pension benefit or retirement
     plan;  (iii) agreement, contract, or indenture relating to the borrowing of
     money;  (iv)  guaranty of any obligation, other than one on which BP Senior
     Care  is  a  primary  obligor,  for  the  borrowing  of money or otherwise,
     excluding  endorsements  made  for  collection  and  other  guaranties  of
     obligations which, in the aggregate do not exceed more than one (1) year or
     provide for payments in excess of Twenty-Five Thousand Dollars ($25,000) in
     the  aggregate; (v) collective bargaining agreement; or (vi) agreement with
     any  present  or  former  officer  or  director  of  BP  Senior  Care.

     Section  1.11     Material  Contract  Defaults.  BP  Senior  Care is not in
                       ----------------------------
default  in  any  material  respect  under the terms of any outstanding material
contract,  agreement,  lease,  or  other  commitment  which  is  material to the
business,  operations,  properties,  assets  or  condition of BP Senior Care and
there  is  no  event of default in any material respect under any such contract,
agreement, lease, or other commitment in respect of which BP Senior Care has not
taken  adequate  steps  to  prevent  such  a  default  from  occurring.

     Section 1.12     No Conflict With Other Instruments.  The execution of this
                      ----------------------------------
Agreement  and  the  consummation  of  the  transactions  contemplated  by  this
Agreement  will not result in the breach of any term or provision of, constitute
an  event  of default under, or terminate, accelerate or modify the terms of any
material  indenture,  mortgage,  deed  of  trust,  or  other  material contract,
agreement,  or  instrument to which BP Senior Care is a party or to which any of
its  properties  or  operations  are  subject.

     Section  1.13     Governmental  Authorizations.  Except as set forth in the
                       ----------------------------
BP  Senior Care Schedules, BP Senior Care has all licenses, franchises, permits,
and  other governmental authorizations that are legally required to enable it to
conduct  its  business in all material respects as conducted on the date hereof.
Except for compliance with federal and state securities and corporation laws, as
hereinafter  provided,  no  authorization,  approval,  consent,  or order of, or
registration,  declaration, or filing with, any court or other governmental body
is  required  in connection with the execution and delivery by BP Senior Care of
this  Agreement  and  the  consummation  by  BP  Senior Care of the transactions
contemplated  hereby.

     Section 1.14     Compliance With Laws and Regulations.  Except as set forth
                      ------------------------------------
in the BP Senior Care Schedules, to the best of its knowledge BP Senior Care has
complied  with all applicable statutes and regulations of any federal, state, or
other  governmental  entity  or  agency  thereof,  except  to  the  extent  that
noncompliance  would  not  materially  and  adversely  affect  the  business,
operations,  properties, assets, or condition of BP Senior Care or except to the
extent  that  noncompliance  would  not result in the occurrence of any material
liability  for  BP  Senior  Care.

     Section  1.15     Approval  of  Agreement.  The  Board  of  Directors of BP
                       -----------------------
Senior  Care  has  authorized the execution and delivery of this Agreement by BP
Senior  Care  and  has approved this Agreement and the transactions contemplated
hereby,  and  will recommend to the BP Senior Care Shareholder that the Exchange
Offer  be  accepted  by  her.

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     Section  1.16     Material  Transactions or Affiliations.  Set forth in the
                       --------------------------------------
BP  Senior  Care  Schedules  is a description, if applicable, of every contract,
agreement,  or  arrangement  between  BP Senior Care and any predecessor and any
person  who  was  at  the  time  of  such contract, agreement, or arrangement an
officer, director, or person owning of record, or known by BP Senior Care to own
beneficially,  five  percent  (5%)  or more of the issued and outstanding common
stock  of  BP Senior Care and which is to be performed in whole or in part after
the date hereof or which was entered into not more than three (3) years prior to
the  date  hereof.  Except  as  disclosed  in  the  BP  Senior Care Schedules or
otherwise  disclosed  herein,  no  officer,  director,  or  five  percent  (5%)
shareholder of BP Senior Care has, or has had since inception of BP Senior Care,
any  known  interest, direct or indirect, in any transaction with BP Senior Care
which  was material to the business of BP Senior Care.  There are no commitments
by  BP Senior Care, whether written or oral, to lend any funds, or to borrow any
money  from,  or  enter  into  any  other  transaction with, any such affiliated
person.

     Section  1.17     BP Senior Care Schedules.  BP Senior Care will deliver to
                       ------------------------
the  Company  the  following  schedules, if such schedules are applicable to the
business  of  BP  Senior  Care,  which  are collectively referred to as the " BP
Senior  Care  Schedules" and which consist of separate schedules dated as of the
date  of  execution  of this Agreement, all certified by the principal executive
officer  of BP Senior Care as complete, true, and correct as of the date of this
Agreement  in  all  material  respects:

          (a)  a schedule containing complete and correct copies of the Articles
     of  Incorporation  in  effect  as  of  the  date  of  this  Agreement;

          (b) a schedule containing complete and correct copies of the Bylaws of
     BP  Senior  Care  in  effect  as  of  the  date  of  this  Agreement;

          (c)  a  schedule  containing  any  Corporate  Resolutions  of  the
     Shareholders  of  BP  Senior  Care;

          (d)  a  schedule  containing  Minutes  of  meetings  of  the  Board of
     Directors  of  BP  Senior  Care;

          (e)  a  schedule  containing a list indicating the name and address of
     each shareholder of BP Senior Care together with the number of shares owned
     by  him,  her  or  it;

          (f)  a  schedule  listing  any  and  all  federal, state and local tax
     identification  numbers  of  BP  Senior  Care  and  containing complete and
     correct  copies  of  all  federal,  state and local tax returns filed by BP
     Senior  Care;  and

          (g)  a schedule setting forth any other information, together with any
     required  copies  of documents, required to be disclosed by BP Senior Care.

     BP Senior Care shall cause the BP Senior Care Schedules and the instruments
and  data  delivered  to  the Company hereunder to be promptly updated after the
date  hereof  up  to  and  including  the  Closing  Date.

     It is understood and agreed that not all of the schedules referred to above
have  been  completed  or  are  available to be furnished by BP Senior Care.  BP
Senior  Care  shall  have  until June 11, 2004 to provide such schedules.  If BP
Senior  Care cannot or fails to do so, or if the Company acting reasonably finds
any  such schedules or updates provided after the date hereof to be unacceptable
according  to  the  criteria  set  forth  herein, the Company may terminate this
Agreement  by giving written notice to BP Senior Care within five (5) days after
the schedules or updates were due to be produced or were provided.  For purposes
of  the  foregoing,  the Company may consider a disclosure in the BP Senior Care
Schedules  to  be "unacceptable" only if that item would have a material adverse
impact  on  the  financial  condition  of  BP  Senior  Care,  taken  as a whole.

     Section  1.18     Valid  Obligation.  This Agreement and all agreements and
                       -----------------
other documents executed by BP Senior Care in connection herewith constitute the
valid  and  binding obligation of BP Senior Care, enforceable in accordance with
its  or  their  terms,  except  as  may  be  limited  by bankruptcy, insolvency,
moratorium  or other similar laws affecting the enforcement of creditors' rights
generally  and  subject  to the qualification that the availability of equitable
remedies  is  subject to the discretion of the court before which any proceeding
therefore  may  be  brought.

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     Section  1.19     Acquisition  of  the  Shares  by  the  BP  Senior  Care
                       -------------------------------------------------------
Shareholder.  The BP Senior Care Shareholder is acquiring the Shares for her own
account  without  the  participation  of any other person and with the intent of
holding  the  Shares  for  investment  and  without the intent of participating,
directly or indirectly, in a distribution of the Shares, or any portion thereof,
and  not  with  a view to, or for resale in connection with, any distribution of
the  Shares,  or  any portion thereof.  The BP Senior Care Shareholder has read,
understands  and  has consulted with her legal counsel regarding the limitations
and  requirements  of  Section 5 of the 1933 Act. The BP Senior Care Shareholder
will  offer,  sell,  pledge,  convey  or  otherwise  transfer the Shares, or any
portion  thereof,  only  if: (i) pursuant to an effective registration statement
under  the 1933 Act and any and all applicable state securities or Blue Sky laws
or  in a transaction which is otherwise in compliance with the 1933 Act and such
laws;  or  (ii)  pursuant  to  a  valid  exemption  from  registration.

     Section  1.20     Exemption  from  Registration.  The  Exchange  and  the
                       ------------------------------
transactions  contemplated thereby, meet an exemption from registration pursuant
to  Rule  506  of  Regulation  D  promulgated  under  the  1933  Act.

                                   ARTICLE II

            REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY

     As  an  inducement to, and to obtain the reliance of BP Senior Care and the
BP  Senior  Care  Shareholder,  except as set forth in the Company Schedules (as
hereinafter  defined),  the  Company  represents  and  warrants  as  follows:

     Section 2.01.  Authority.  The  Company  is  a corporation  duly organized,
                    ---------
validly existing, and in good standing under the laws of the State of Nevada and
has  the  corporate  power  and  is  duly authorized, qualified, franchised, and
licensed  under  all  applicable  laws,  regulations,  ordinances, and orders of
public  authorities  to  own  all  of its properties and assets, to carry on its
business in all material respects as it is now being conducted, and except where
failure  to  be  so  qualified  would  not have a material adverse effect on its
business,  there  is  no  jurisdiction in which it is not qualified in which the
character  and  location of the assets owned by it or the nature of the business
transacted by it requires qualification. The Company has all requisite power and
authority,  corporate or otherwise, to execute and deliver this Agreement and to
consummate  the  transactions  contemplated  hereby and thereby. The Company has
duly  and validly executed and delivered this Agreement and will, on or prior to
the  Closing,  execute,  such  other documents as may be required hereunder and,
assuming  the due authorization, execution and delivery of this Agreement by the
parties  hereto  and  thereto,  this Agreement constitutes, the legal, valid and
binding  obligation of the Company enforceable against the Company in accordance
with  its  terms,  except  as  such  enforcement  may  be  limited by applicable
bankruptcy,  insolvency,  reorganization,  moratorium  or similar laws affecting
creditors'  rights  generally  and  general  equitable  principles.

     Section 2.02     Capitalization.  The Company  is  authorized  to  issue
                      --------------
500,000,000  shares  of  Common  Stock,  par  value  $.001  per  share, of which
approximately  52,060,040  shares  will be issued and outstanding on the closing
date  prior  to  the issuance of the shares to the BP Senior Care Shareholder as
set  forth  in  Section  3.01(ii), as defined herein, and no shares of preferred
stock.  All  issued  and  outstanding shares are legally issued, fully paid, and
non-assessable  and not issued in violation of the preemptive or other rights of
any  person.

     Section  2.03  Financial  Statements.
                    ---------------------

          (a)  Included  in  the  Company  Schedules are (i) the audited balance
     sheets  of  the  Company  and the related statements of operations and cash
     flows as of and for the twelve (12) months ended December 31, 2003 and (ii)
     the  unaudited  balance sheets of the Company and the related statements of
     operations  and  cash  flows for the three (3) months ended March 31, 2004.

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          (b)  All  such  financial  statements have been prepared in accordance
     with  generally  accepted  accounting  principles  consistently  applied
     throughout  the periods involved. The Company balance sheets present fairly
     as  of their respective dates the financial condition of the Company. As of
     the  date  of such balance sheets, except as and to the extent reflected or
     reserved  against  therein,  the  Company had no liabilities or obligations
     (absolute or contingent) which should be reflected in the balance sheets or
     the notes thereto prepared in accordance with generally accepted accounting
     principles,  and  all  assets  reflected  therein are properly reported and
     present  fairly  the value of the assets of the Company, in accordance with
     generally  accepted  accounting  principles.  The statements of operations,
     stockholders' equity and cash flows reflect fairly the information required
     to  be  set  forth  therein  by  generally  accepted accounting principles.

          (c)  The Company has no liabilities with respect to the payment of any
     federal,  state,  county, local or other taxes (including any deficiencies,
     interest  or  penalties),  except  for  taxes  accrued  but not yet due and
     payable.

          (d) The books and records, financial and otherwise, of the Company are
     in  all  material  aspects complete and correct and have been maintained in
     accordance  with  good  business  and  accounting  practices.

          (e)  All  of  the  Company's  assets  are  reflected  on its financial
     statements,  and,  except  as  set  forth  in  the Company Schedules or the
     financial  statements  of the Company or the notes thereto, the Company has
     no  material  liabilities,  direct  or  indirect,  matured  or  unmatured,
     contingent  or  otherwise.

     Section  2.04     Information.  The  information concerning the Company set
                       -----------
forth  in  this  Agreement and the Company Schedules is complete and accurate in
all  material  respects and does not contain any untrue statements of a material
fact  or  omit to state a material fact required to make the statements made, in
light  of  the  circumstances  under  which  they  were  made,  not  misleading.

     Section  2.05     Title  and  Related  Matters.  The  Company  has good and
                       ----------------------------
marketable  title  to  all of its properties, inventory, interest in properties,
and  assets,  real  and personal, which are reflected in the most recent Company
balance  sheet  or  acquired  after  that  date  (except  properties, inventory,
interest in properties, and assets sold or otherwise disposed of since such date
in  the  ordinary  course  of  business),  free and clear of all liens, pledges,
charges,  or  encumbrances  except  (a)  statutory  liens  or  claims  not  yet
delinquent; (b) such imperfections of title and easements as do not and will not
materially  detract  from  or  interfere with the present or proposed use of the
properties  subject  thereto  or affected thereby or otherwise materially impair
present  business  operations  on  such  properties; and (c) as described in the
Company  Schedules.  Except  as  set forth in the Company Schedules, the Company
owns,  free  and clear of any liens, claims, encumbrances, royalty interests, or
other restrictions or limitations of any nature whatsoever, any and all products
it is currently manufacturing, including the underlying technology and data, and
all  procedures,  techniques,  marketing  plans,  business  plans,  methods  of
management,  or  other  information  utilized  in  connection with the Company's
business.  Except  as set forth in the Company Schedules, no third party has any
right  to,  and  the  Company  has not received any notice of infringement of or
conflict with asserted rights of others with respect to any product, technology,
data,  trade  secrets,  know-how,  proprietary  techniques,  trademarks, service
marks,  trade  names,  or copyrights which, individually or in the aggregate, if
the  subject  of  an  unfavorable  decision,  ruling  or  finding,  would have a
materially  adverse  effect  on  the  business, operations, financial condition,
income,  or  business  prospects  of  the Company or any material portion of its
properties,  assets,  or  rights.

     Section  2.06     Litigation and Proceedings.  There are no actions, suits,
                       --------------------------
proceedings  or investigations pending or, to the knowledge of the Company after
reasonable  investigation, threatened by or against the Company or affecting the
Company  or  its  properties,  at  law  or  in equity, before any court or other
governmental  agency  or  instrumentality,  domestic  or  foreign, or before any
arbitrator of any kind.  The Company has no knowledge of any default on its part
with  respect  to  any judgment, order, writ, injunction, decree, award, rule or
regulation  of any court, arbitrator, or governmental agency or instrumentality,
or  any  circumstance  which  after reasonable investigation would result in the
discovery  of  such  default.

                                        8

<PAGE>

     Section  2.07     No  Conflict  With  Other Instruments.  The execution and
                       -------------------------------------
delivery  by  the  Company  of  this  Agreement  and  the  consummation  of  the
transactions  contemplated hereby and thereby, do not and will not, by the lapse
of  time,  the giving of notice or otherwise:  (a) constitute a violation of any
law;  (b)  constitute  a  breach  or violation of any provision contained in the
Articles  of  Incorporation or Bylaws of the Company; (c) constitute a breach of
any  provision  contained in, or a default under, any governmental approval, any
writ, injunction, order, judgment or decree of any governmental authority or any
contract  to  which  the Company  is a party or by which the Company is bound or
affected;  or  (d) constitute a breach of any term or provision of, constitute a
default  under,  or terminate, accelerate or modify the terms of, any indenture,
mortgage,  deed of trust, or other material agreement or instrument to which the
Company  is  a  party  or  to which any of its assets or operations are subject.

     Section  2.08     Governmental  Authorizations.  The  Company  has  all
                       ----------------------------
licenses,  franchises,  permits, and other governmental authorizations, that are
legally required to enable it to conduct its business operations in all material
respects  as  conducted  on the date hereof.  Except for compliance with federal
and  state  securities  or  corporation  laws,  as  hereinafter  provided,  no
authorization,  approval,  consent  or order of, or registration, declaration or
filing with, any court or other governmental body is required in connection with
the execution and delivery by the Company of this Agreement and the consummation
by  the  Company  of  the  transactions  contemplated  hereby.

     Section  2.09     Compliance With Laws and Regulations.  To the best of its
                       ------------------------------------
knowledge, the Company has complied with all applicable statutes and regulations
of  any  federal,  state,  or  other  applicable  governmental  entity or agency
thereof,  except  to  the  extent  that  noncompliance  would not materially and
adversely  affect  the  business, operations, properties, assets or condition of
the  Company  or except to the extent that noncompliance would not result in the
occurrence  of  any  material  liability.  This  compliance includes, but is not
limited  to,  the  filing  of  all  reports,  filings and schedules to date with
federal  and  state  securities  authorities.

     Section 2.10     The Company Schedules.  Within ten (10) days following the
                      ---------------------
Closing,  the  Company  will  deliver  to  BP  Senior Care, schedules, which are
collectively  referred  to  as  the  "Company  Schedules",  setting  forth  any
information,  together  with  any  required  copies of documents, required to be
disclosed  in  the Company Schedules by Sections 2.01 through 2.15.  The Company
Schedules  shall  consist of separate schedules which are dated the date of this
Agreement, all certified by the principal executive officer of the Company to be
complete,  true,  and  accurate  in all material respects as of the date of this
Agreement:

     The  Company shall cause the Company Schedules and the instruments and data
delivered  to  BP  Senior  Care  hereunder to be promptly updated after the date
hereof  up  to  and  including  the  Closing  Date.

     It is understood and agreed that not all of the Company Schedules have been
completed  or  are  available to be furnished by the Company.  The Company shall
have  until  June  11, 2004 to provide such schedules.  If the Company cannot or
fails to provide the schedules required by this Section, or if BP Senior Care or
the BP Senior Care Shareholder find any such schedules or updates provided after
the  date  hereof  to  be  unacceptable,  BP  Senior  Care or the BP Senior Care
Shareholder may terminate this Agreement by giving written notice to the Company
within  five  (5) days after the schedules or updates were due to be produced or
were provided.  For purposes of the foregoing, the BP Senior Care may consider a
disclosure in the Company Schedules to be "unacceptable" only if that item would
have  a material adverse impact on the financial condition of the Company, taken
as  a  whole.

     Section  2.11     Valid  Obligation.  This Agreement and all agreements and
                       -----------------
other  documents  executed  by the Company in connection herewith constitute the
valid  and binding obligation of the Company, enforceable in accordance with its
or  their  terms, except as may be limited by bankruptcy, insolvency, moratorium
or  other  similar laws affecting the enforcement of creditors' rights generally
and  subject to the qualification that the availability of equitable remedies is
subject  to the discretion of the court before which any proceeding therefor may
be  brought.

     Section  2.12     Reporting  Requirements  of  the Company.  The Company is
                       ----------------------------------------
subject  to the reporting and filing requirements of the Securities Exchange Act
of  1934  ("the Exchange Act') including (1) the periodic reporting requirements
and  (2)  the  Proxy  Rules set forth thereunder.  The Company and its officers,
directors,  and  beneficial owners are subject to the provisions of the Exchange
Act  Section  16 relating to short-swing profit recapture, reports of beneficial
ownership  and  short  sale  prohibitions  and  the  Company  and  its officers,
directors,  and  beneficial owners have timely complied in all respects with the
filing  requirements  of the Exchange Act.  The Company shall make all necessary
filings  related  to  this Agreement with the Securities and Exchange Commission
(the  "SEC").

                                        9

<PAGE>

     Section 2.13     Quotation on the OTC Bulletin Board.  The Company's Common
                      -----------------------------------
Stock  is  quoted  on  the  OTC  Bulletin  Board under the symbol "MTHC" and the
Company  will  retain such quotation on the OTC Bulletin Board after the Closing
of  the  transactions  contemplated  herein.

Section  2.14     Approval  of  the Exchange by the Company's Shareholders.  The
                  --------------------------------------------------------
transactions  contemplated  by this Agreement do not require the approval of the
Company's  shareholders  under  Nevada  law  or  the  Company's  Articles  of
Incorporation  or  Bylaws  or  any  amendments  thereto  and  the Company is not
required  to  file  a  Schedule  14A  or  14C  with  the Securities and Exchange
Commission  as  a  result  of  this  Agreement.

     Section  2.15     Approval  of the Exchange by the Company's Directors. The
                       ---------------------------------------------------
Directors  of the Company shall have approved the Exchange Offer and the related
transactions  described  herein.

                                  ARTICLE III

                                PLAN OF EXCHANGE

     Section  3.01     The  Exchange.  (i)  On  the  terms  and  subject  to the
                       -------------
conditions  set  forth  in  this  Agreement,  on the Closing Date (as defined in
Section  3.02),  each  BP  Senior Care Shareholder who shall elect to accept the
Exchange  Offer  described  herein  shall assign, transfer and deliver, free and
clear of all liens, pledges, encumbrances, charges, restrictions or known claims
of  any kind, nature, or description, the number of shares of common stock of BP
Senior  Care  set forth herein, in the aggregate constituting 100% of the issued
and outstanding shares of common stock of BP Senior Care.  After the acquisition
of 100% of the outstanding shares of BP Senior Care, BP Senior Care shall become
a  subsidiary  of  the  Company.

     Section  3.01(ii)     The  BP  Senior  Care  Shareholder  will  receive Two
Thousand (2,000) shares of the Company's common stock for every One (1) share of
BP Senior Care common stock held or an aggregate amount of 200,000 shares of the
Company's  Common  Stock.  As  additional  consideration,  the Company shall pay
Kerri  Smith  an  aggregate  of  $150,000 cash payable as follows: a) $25,000 at
Closing;  and b) $125,000 payable at the beginning of the month in equal monthly
installments  of $4,808 over a twenty-five month period beginning June 2004, and
a  final  payment of $4,800 at the beginning of the twenty-sixth month following
June  2004  (collectively referred to as the "Periodic Payments").  At such time
after  Closing, the Company has raised $1,000,000 in financing, the Company will
pay  all  remaining,  unpaid  Periodic  Payments  to  Kerri  Smith.

     Section  3.02     Closing.  The  closing  ("Closing")  of  the  transaction
                       -------
contemplated  by  this  Agreement  shall  be  on  a date and at such time as the
parties  may  agree ("Closing Date") but not later than May 20, 2004, subject to
the  right of the Company or BP Senior Care to extend such Closing Date by up to
an  additional  ten  (10)  days.  Such  Closing  shall  take place at a mutually
agreeable  time and place.  At Closing, or immediately thereafter, the following
will  occur:
     a)   The  BP  Senior  Care  Shareholder  shall  surrender  the certificates
          evidencing  100%  of the shares of BP Senior Care stock, duly endorsed
          with  Medallion  Guaranteed stock powers so as to make the Company the
          sole  owner  thereof;
     b)   The  Company  will  issue  and  deliver  200,000 newly issued treasury
          shares of the Company's Common Stock in the name of the BP Senior Care
          Shareholder  in  accordance  with  this  Agreement;
     c)   The  Company  shall  pay  Kerri  Smith  $25,000  cash;
     d)   At Closing, the Company and Kerri Smith shall enter into an Employment
          Agreement  for  a  term  of  one  (1) year that provides for an annual
          salary  of  Sixty  Thousand  Dollars  ($60,000) and is renewable for a
          second  year  with  an  annual  salary  of  Seventy  Thousand  Dollars
          ($70,000)  during  such  second year. Under such Employment Agreement,
          Kerri  Smith will be responsible for the operations of BP Senior Care;
          And

                                       10

<PAGE>

     e)   At  the Closing, the Company, BP Senior Care and each of the BP Senior
          Care  Shareholder  shall  execute,  acknowledge, and deliver (or shall
          ensure  to  be  executed,  acknowledged,  and  delivered)  any and all
          certificates,  opinions,  financial statements, schedules, agreements,
          resolutions,  rulings  or other instruments required by this Agreement
          to  be  so  delivered  at  or prior to the Closing, together with such
          other  items  as may be reasonably requested by the parties hereto and
          their  respective legal counsel in order to effectuate or evidence the
          transactions  contemplated  hereby.  Among  other  things, the Company
          shall provide an opinion of counsel acceptable to BP Senior Care as to
          such  matters  as  BP  Senior Care may reasonably request, which shall
          include,  but  not  be  limited to, a statement, to the effect that to
          such  counsel's  best  knowledge, after reasonable investigation, from
          inception  until  the  Closing Date, the Company has complied with all
          applicable  statutes  and  regulations of any federal, state, or other
          applicable governmental entity or agency thereof, except to the extent
          that  noncompliance  would  not  materially  and  adversely affect the
          business,  operations,  properties, assets or condition of the Company
          or  except  to  the  extent that noncompliance would not result in the
          occurrence  of  any material liability (such compliance including, but
          not  being  limited to, the filing of all reports to date with federal
          and  state  securities  authorities).

     Section  3.03     Tradability  of Shares. The shares of the Common Stock of
                       ----------------------
the  Company  to  be  issued  to  the  BP  Senior Care Shareholder have not been
registered  under  the  1933 Act, nor registered under any state securities law,
and  are  "restricted  securities" as that term is defined in Rule 144 under the
1933  Act.  The  securities  may  not  be  offered  for  sale, sold or otherwise
transferred  except  pursuant  to  an effective registration statement under the
1933  Act, or pursuant to an exemption from registration under the 1933 Act. The
shares  to  be  issued to the BP Senior Care Shareholder will bear the following
restrictive  legend:
"THE  SHARES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY
NOT  BE  SOLD,  TRANSFERRED,  PLEDGED,  OR  HYPOTHECATED  WITHOUT  EITHER:  i)
REGISTRATION  UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE
SECURITIES  LAWS, OR ii) SUBMISSION TO THE CORPORATION OF AN OPINION OF COUNSEL,
SATISFACTORY  TO  THE  CORPORATION THAT SAID SHARES AND THE TRANSFER THEREOF ARE
EXEMPT  FROM  THE  REGISTRATION  REQUIREMENTS  OF THE SECURITIES ACT OF 1933 AND
APPLICABLE  STATE  SECURITIES  LAWS."

     Section  3.04     Anti-Dilution.  The  number  of  shares  of the Company's
                       -------------
Common Stock issuable upon the Exchange Offer shall be appropriately adjusted to
take  into  account  any other stock split, stock dividend, reverse stock split,
recapitalization,  or  similar  change  in  the Company's Common Stock which may
occur  between the date of the execution of this Agreement and the Closing Date.

     Section  3.05     Termination.
                       -----------

          (a)  This  Agreement  may  be  terminated by the Board of Directors of
     either  the  Company or BP Senior Care or by the BP Senior Care Shareholder
     at  any  time  prior  to  the  Closing  Date  if:

               (i)  there shall be any actual or threatened action or proceeding
          before  any  court  or  any  governmental  body  which  shall  seek to
          restrain,  prohibit,  or  invalidate  the transactions contemplated by
          this  Agreement and which, in the judgment of such Board of Directors,
          made  in  good  faith  and based upon the advice of its legal counsel,
          makes  it  inadvisable  to  proceed  with  the  Exchange;

               (ii)  any of the transactions contemplated hereby are disapproved
          by  any  regulatory authority whose approval is required to consummate
          such  transactions (which does not include the Securities and Exchange
          Commission)  or  in  the  judgment of such board of directors, made in
          good  faith  and  based on the advice of counsel, there is substantial
          likelihood  that  any  such  approval  will not be obtained or will be
          obtained  only  on  a  condition  or  conditions which would be unduly
          burdensome,  making  it  inadvisable  to proceed with the Exchange; or

               (iii)  if  less  than one hundred percent (100%) of the BP Senior
          Care  Shareholders  agree  to  the  Exchange  Offer.

                                       11

<PAGE>

In  the event of termination pursuant to this paragraph, no obligation, right or
liability  shall  arise hereunder, and each party shall bear all of the expenses
incurred  by  it  in connection with the negotiation, drafting, and execution of
this  Agreement  and  the  transactions  herein  contemplated.

          (b)  This Agreement may be terminated by the Board of Directors of the
     Company  at  any  time  prior  to  the  Closing  Date  if:

               (i)  the  Board  of  Directors  of the Company determines in good
          faith  that one or more of the Company's conditions to Closing has not
          occurred,  through  no  fault  of  the  Company.
               (ii)  The  Company  takes  the  termination  action  specified in
          Section  1.17  as  a  result  of  BP  Senior Care Schedules or updates
          thereto  which  the  Company  finds  unacceptable;  or

               (iii) BP Senior Care shall fail to comply in any material respect
          with any of its covenants or agreements contained in this Agreement or
          if  any  of  the  representations  or  warranties  of  BP  Senior Care
          contained  herein  shall  be inaccurate in any material respect, where
          such  noncompliance  or  inaccuracy has not been cured within ten (10)
          days  after  written  notice  thereof.

If this Agreement is terminated pursuant to this paragraph, this Agreement shall
be  of  no  further force or effect, and no obligation, right or liability shall
arise  hereunder,  except that BP Senior Care shall bear the costs in connection
with  the  negotiation,  preparation,  and  execution  of  this  Agreement  and
qualifying  the  offer and sale of securities to be issued in the Exchange under
the  registration requirements, or exemption from the registration requirements,
of  state  and  federal  securities  laws.

          (c)  This  Agreement may be terminated by the Board of Directors of BP
     Senior  Care  or by the BP Senior Care Shareholder at any time prior to the
     Closing  Date  if:

               (i) there shall have been any change after the date of the latest
          balance  sheet  of  the Company in the assets, properties, business or
          financial condition of the Company which could have a material adverse
          effect  on  the  financial statements of the Company listed in Section
          2.03(a)  and 2.03(b) taken as a whole, except any changes disclosed in
          the  Company  Schedules;

               (ii)  the Board of Directors of BP Senior Care determines in good
          faith  that  one or more of BP Senior Care's conditions to Closing has
          not  occurred,  through  no  fault  of  BP  Senior  Care;

               (iii)  BP  Senior  Care takes the termination action specified in
          Section  2.10  as a result of the Company Schedules or updates thereto
          which  BP  Senior  Care  finds  unacceptable;  or

               (iv)  The  Company  shall  fail to comply in any material respect
          with any of its covenants or agreements contained in this Agreement or
          if  any  of the representations or warranties of the Company contained
          herein  shall  be  inaccurate  in  any  material  respect,  where such
          noncompliance  or  inaccuracy  has not been cured within ten (10) days
          after  written  notice  thereof.

                                       12

<PAGE>

     If  this Agreement is terminated pursuant to this paragraph, this Agreement
     shall  be  of  no  further  force  or  effect,  and no obligation, right or
     liability  shall  arise  hereunder.

     No  revenue  ruling or opinion of counsel will be sought as to the tax-free
nature  of  the  subject  Exchange  and such tax treatment is not a condition to
Closing  herein.

                                   ARTICLE IV

                                SPECIAL COVENANTS

Section  4.01     Access  to Properties and Records.  Prior to the Closing Date,
                  ---------------------------------
BP  Senior  Care  will  afford to the officers and authorized representatives of
Company  full  access  to the properties, books and records of BP Senior Care in
order  that  Company  may  have  a  full  opportunity  to  make  such reasonable
investigation  as  it shall desire to make of the affairs of BP Senior Care, and
BP Senior Care will furnish Company with such additional financial and operating
data  and  other information as to the business and properties of BP Senior Care
(the  confidentiality  of  which Company agrees to retain) as Company shall from
time  to  time reasonably request.  Any such investigation and examination shall
be  conducted  at  reasonable times and under reasonable circumstances, and each
party  hereto shall cooperate fully therein.  No investigation by Company hereto
shall,  however,  diminish  or  waive  in  any  way  any of the representations,
warranties,  covenants  or agreements of Company under this Agreement.  In order
that  Company  may  investigate as it may wish the business affairs of BP Senior
Care,  BP  Senior  Care  shall  furnish Company during such period with all such
information  and  copies  of  such documents concerning the affairs of BP Senior
Care  as  Company  may  reasonably  request,  and cause its officers, employees,
consultants, agents, accountants, and attorneys to cooperate fully in connection
with  such  review  and  examination, and to make full disclosure to Company all
material  facts  affecting the financial condition, business operations, and the
conduct  of  operations  of  BP  Senior  Care.

     Section  4.02     Delivery  of Books, Records andAccounts.  At the Closing,
                       ---------------------------------------
BP  Senior  Care  shall  deliver  to  the Company copies of the corporate minute
books, books of account, contracts, records, and all other books or documents of
BP  Senior  Care now in the possession of BP Senior Care or its representatives.
At  the  Closing,  the  BP  Senior  Care or the BP senior Care Shareholder shall
execute such documents as are necessary to make the person or persons designated
by  the Company the authorized signor on all of the BP Senior Care bank accounts
or  other  accounts  maintained by the BP Senior Care at financial institutions.

     Section 4.03     Third Party Consents and Certificates.  The Company and BP
                      -------------------------------------
Senior  Care  agree to cooperate with each other in order to obtain any required
third party consents to this Agreement and the transactions herein contemplated.

     Section  4.04     Consent  of  BP Senior Care Shareholders.  BP Senior Care
                       ----------------------------------------
shall  use  its  best  efforts  to  obtain  the  consent  of  all BP Senior Care
Shareholders  to  participate  in  the  Exchange.

     Section  4.05     Exclusive  Dealing  Rights.  Until  5:00  P.M.  Eastern
                       --------------------------
Daylight  Time  on  May  20,  2004.  In  recognition of the substantial time and
effort  which  the Company has spent and will continue to spend in investigating
BP  Senior  Care  and  its business and in addressing the matters related to the
transactions  contemplated  herein,  each  of  which  may preempt or delay other
management  activities,  neither  BP  Senior  Care,  nor  any  of  its officers,
employees,  representatives  or  agents  will  directly or indirectly solicit or
initiate  any  discussions  or  negotiations  with, or, except where required by
fiduciary obligations under applicable law as advised by counsel, participate in
any  negotiations  with  or provide any information to or otherwise cooperate in
any  other  way  with,  or facilitate or encourage any effort or attempt by, any
corporation,  partnership,  person  or  other  entity  or  group (other than the
Company  and  its  directors,  officers,  employees, representatives and agents)
concerning  any  merger,  sale  of substantial assets, sale of shares of capital
stock,  (including  without  limitation,  any  public or private offering of the
common stock of BP Senior Care) or similar transactions involving BP Senior Care
(all  such  transactions  being  referred  to  as  "  BP Senior Care Acquisition
Transactions").  If  BP  Senior  Care receives any proposal with respect to a BP
Senior  Care  Acquisition  Transaction,  it  will immediately communicate to the
Company  the  fact  that  it  has received such proposal and the principal terms
thereof.

                                       13

<PAGE>

     Section  4.06     Actions  Prior  to  Closing.
                       ---------------------------

          (a)  From  and after the date of this Agreement until the Closing Date
     and  except  as  set  forth  in  the  Company  Schedules  or BP Senior Care
     Schedules  or  as  permitted or contemplated by this Agreement, the Company
     and  BP  Senior  Care  respectively  (subject to paragraph (b) below), will
     each:

               (i)  carry on its business in substantially the same manner as it
          has  heretofore;

               (ii)  maintain  and  keep its properties in states of good repair
          and  condition  as at present, except for depreciation due to ordinary
          wear  and  tear  and  damage  due  to  casualty;

               (iii)  maintain  in full force and effect insurance comparable in
          amount  and  in  scope  of  coverage  to  that  now  maintained by it;

               (iv)  perform  in  all  material  respects all of its obligations
          under  material  contracts,  leases,  and  instruments  relating to or
          affecting  its  assets,  properties,  and  business;

               (v)  use  its  best efforts to maintain and preserve its business
          organization  intact, to retain its key employees, and to maintain its
          relationship  with  its  material  suppliers  and  customers;  and

               (vi)  fully  comply with and perform in all material respects all
          obligations and duties imposed on it by all federal and state laws and
          all  rules,  regulations,  and  orders  imposed  by  federal  or state
          governmental  authorities.

          (b)  From and after the date of this Agreement until the Closing Date,
     neither  the  Company  nor  BP  Senior  Care  will:

               (i)  make  any  changes  in  their  Articles  of Incorporation or
          Bylaws,  except  as  otherwise  provided  in  this  Agreement;

               (ii)  enter  into  or  amend  any  contract,  agreement, or other
          instrument  of  any  of the types described in such party's schedules,
          except  that  a party may enter into or amend any contract, agreement,
          or  other  instrument in the ordinary course of business involving the
          sale  of  goods  or  services;  or

               (iii)  sell  any  assets  or discontinue any operations, sell any
          shares of capital stock or conduct any similar transactions other than
          in  the  ordinary  course  of  business.

     (c)  From  and  after the date of this Agreement until the Closing Date, BP
          Senior  Care  will  not take any action described in Section 1.07 (all
          except  as  permitted  therein  or  as disclosed in the BP Senior Care
          Schedules).

     Section  4.07     Actions  Subsequent  to  Closing.  After  Closing  or  as
                       --------------------------------
mutually  agreed  to  between the Company, BP Senior Care and the BP Senior Care
Shareholder,  the  current  management  of BP Senior Care shall not be replaced,
such  management shall be responsible for the day-to-day operations of BP Senior
Care  from  its  present  location  as  listed  in Section 7.04, below, and such
management  shall  be required to provide monthly unaudited financial statements
and  related  supporting  documentation to the Company or a financial management
team  as  the  Company  may  designate  in  its  sole  discretion.

     Section 4.08     Indemnification of BP Senior Care and the BP Senior Care
                      --------------------------------------------------------
Shareholder.  Subject to the terms and conditions of this Section 4.08, the
 ----------
Company agrees to indemnify, defend and hold harmless BP Senior Care and the BP
Senior Care Shareholder from and against any and all claims, liabilities and
losses which may be imposed on, incurred by or asserted against, arising out of
or resulting from, directly or indirectly:

                                       14

<PAGE>

               (a)  the  inaccuracy  of  any  representation  or  breach  of any
          warranty  of  Company  contained in or made pursuant to this Agreement
          which  was  not  disclosed  to Seller in writing prior to the Closing;
          provided  that  no  such  notification  shall  be  deemed  to waive or
          abrogate  any  right  of  BP  Senior  Care  and  the  BP  Senior  Care
          Shareholder  with  respect  to  conditions  to  Closing in Article VI;

               (b)  the breach of any covenant or agreement of Company contained
          in  this  Agreement;  or

               (c)  any claim to fees or costs for alleged services by a broker,
          agent, finder or other person claiming to act in a similar capacity at
          the  request  of  Company  in  connection  with  this  Agreement;

          provided, however, that Company shall not be liable for any portion of
     any  claims,  liabilities  or losses resulting from a material breach by BP
     Senior Care and the BP Senior Care Shareholder, of any of their obligations
     under  this  Agreement  or  from  their  gross negligence, fraud or willful
     misconduct.

     Section 4.09     Indemnification of the Company.  Subject to the terms and
                      ------------------------------
conditions of this Section 4.09, from and after the Closing, BP Senior Care and
the BP Senior Care Shareholder, agree to indemnify, defend and hold harmless the
Company, its respective affiliates, its respective present and former directors,
officers, shareholders, employees and agents and its respective heirs,
executors, administrators, successors and assigns (the "Company Indemnified
                                                        -------------------
Persons"), from and against any and all claims, liabilities and losses which may
-------
be imposed on, incurred by or asserted against any Company Indemnified Person,
up to a maximum of the amount and value received, pursuant to Section 3.01
above, by BP Senior Care, the BP Senior Care Shareholder, or Kerri Smith arising
out of or resulting from, directly or indirectly:

          (a)  the inaccuracy of any representation or breach of any warranty of
     BP  Senior  Care  and  the  BP Senior Care Shareholder contained in or made
     pursuant  to  this  Agreement which was not disclosed to Company in writing
     prior to the Closing; provided that no such notification shall be deemed to
     waive  or  abrogate  any  right  of  Company  with respect to conditions to
     Closing  in  Article  V;

          (b)  the breach of any covenant or agreement of BP Senior Care and the
     BP  Senior  Care  Shareholder  contained  in  this  Agreement;

          (c)  the  failure  to  disclose  any  material  liability  including
     contingent  liabilities;

          (d)  the  conduct  of  the  business  of  BP  Senior Care prior to the
     Closing;  or

          (e)  any  claim  to  fees  or costs for alleged services rendered by a
     broker, agent, finder or other person claiming to act in a similar capacity
     at  the  request  of  BP  Senior Care and the BP Senior Care Shareholder in
     connection  with  this  Agreement;

provided,  however, that BP Senior Care and the BP Senior Care Shareholder shall
not  be  liable  for  any portion of any claims, liabilities or losses resulting
from  a  material  breach  by Company of its obligations under this Agreement or
from  a  Company  Indemnified  Person's  gross  negligence,  fraud  or  willful
misconduct.

     Section 4.10     Audited Financial Statements.  BP Senior Care must pay for
                      ----------------------------
and  complete  an  audit  of  BP  Senior  Care's business operations and provide
audited  financial  statements  pursuant  to  the Securities Act of 1933 and the
Securities  Exchange  Act of 1934 (Regulation S-X) within 75 days of Closing and
the Company shall cause its auditor to cooperate with the BP Senior Care auditor
in connection with performance of such audit and the preparation of such audited
financial statements.  The Company shall file audited financial statements of BP
Senior  Care  as  required  by  the  Securities  and  Exchange Commission within
seventy-five  (75)  days  from  the  date  of  Closing.

                                       15

<PAGE>

                                    ARTICLE V

     CONDITIONS  PRECEDENT  TO  OBLIGATIONS  OF  THE  COMPANY

     The  obligations  of  the  Company  under this Agreement are subject to the
satisfaction,  at  or  before  the  Closing  Date,  of the following conditions:

     Section  5.01     Accuracy of Representations and Performance of Covenants.
                       --------------------------------------------------------
The representations and warranties made by BP Senior Care in this Agreement were
true  when  made  and  shall be true at the Closing Date with the same force and
effect  as  if  such  representations  and warranties were made at and as of the
Closing  Date  (except  for  changes  therein  permitted by this Agreement).  BP
Senior  Care  shall have performed or complied with all covenants and conditions
required  by  this  Agreement to be performed or complied with by BP Senior Care
prior  to or at the Closing.  The Company shall be furnished with a certificate,
signed  by  a  duly authorized executive officer of BP Senior Care and dated the
Closing  Date,  to  the  foregoing  effect.

     Section  5.02     Officer's  Certificate.  The  Company  shall  have  been
                       ----------------------
furnished  with  a  certificate  dated  the  Closing  Date  and signed by a duly
authorized  officer  of  BP  Senior  Care  to  the  effect  that  no litigation,
proceeding, investigation, or inquiry is pending, or to the best knowledge of BP
Senior Care threatened, which might result in an action to enjoin or prevent the
consummation  of  the  transactions  contemplated  by this Agreement, or, to the
extent  not  disclosed  in the BP Senior Care Schedules, by or against BP Senior
Care,  which  might  result in any material adverse change in any of the assets,
properties,  business,  or  operations  of  BP  Senior  Care.

     Section  5.03     No  Material  Adverse Change.  Prior to the Closing Date,
                       ----------------------------
there  shall  not  have occurred any material change in the financial condition,
business,  or  operations  of  BP  Senior Care nor shall any event have occurred
which,  with  the  lapse  of  time  or the giving of notice, is determined to be
unacceptable  using  the  criteria  set  forth  in  Section  1.17.

     Section  5.04     Approval  by  BP  Senior  Care Shareholder.  The Exchange
                       ------------------------------------------
shall  have been approved, and shares delivered in accordance with Section 3.01,
by  the  holders  of not less than one hundred percent (100%) of the outstanding
common  stock  of  BP  Senior  Care.

     Section  5.05     No  Governmental  Prohibition.  No  order, statute, rule,
                       -----------------------------
regulation,  executive  order, injunction, stay, decree, judgment or restraining
order  shall have been enacted, entered, promulgated or enforced by any court or
governmental  or  regulatory  authority  or  instrumentality which prohibits the
consummation  of  the  transactions  contemplated  hereby.

     Section  5.06     Consents.  All consents, approvals, waivers or amendments
                       --------
pursuant  to  all contracts, licenses, permits, trademarks and other intangibles
in  connection  with  the transactions contemplated herein, or for the continued
operation  of the Company and BP Senior Care after the Closing Date on the basis
as  presently  operated  shall  have  been  obtained.

                                   ARTICLE VI

              CONDITIONS PRECEDENT TO OBLIGATIONS OF BP SENIOR CARE
                       AND THE BP SENIOR CARE SHAREHOLDER

     The  obligations of BP Senior Care and the BP Senior Care Shareholder under
this  Agreement  are subject to the satisfaction, at or before the Closing Date,
of  the  following  conditions:

     Section  6.01     Accuracy of Representations and Performance of Covenants.
                       --------------------------------------------------------
The  representations  and  warranties made by the Company in this Agreement were
true  when  made  and  shall  be true as of the Closing Date (except for changes
therein  permitted  by this Agreement) with the same force and effect as if such
representations  and  warranties  were  made  at  and  as  of  the Closing Date.
Additionally,  the  Company shall have performed and complied with all covenants
and  conditions  required  by this Agreement to be performed or complied with by
the Company and shall have satisfied all conditions set forth herein prior to or
at  the  Closing.  BP  Senior  Care shall have been furnished with certificates,
signed  by  duly  authorized  executive  officers  of  the Company and dated the
Closing  Date,  to  the  foregoing  effect.

                                       16

<PAGE>

     Section  6.02     Officer's  Certificate.  BP  Senior  Care shall have been
                       ----------------------
furnished  with  certificates  dated  the  Closing  Date  and signed by the duly
authorized  executive  officer of the Company, to the effect that no litigation,
proceeding, investigation or inquiry is pending, or to the best knowledge of the
Company  threatened,  which  might  result in an action to enjoin or prevent the
consummation  of  the  transactions  contemplated  by this Agreement  or, to the
extent  not disclosed in the Company Schedules, by or against the Company, which
might  result in any material adverse change in any of the assets, properties or
operations  of  the  Company.

     Section  6.03     No  Material  Adverse Change.  Prior to the Closing Date,
                       ----------------------------
there shall not have occurred any change in the financial condition, business or
operations  of  the  Company  nor  shall any event have occurred which, with the
lapse  of  time  or the giving of notice, is determined to be unacceptable using
the  criteria  set  forth  in  Section  2.10.

     Section  6.04     No  Governmental  Prohibition.  No  order, statute, rule,
                       -----------------------------
regulation,  executive  order, injunction, stay, decree, judgment or restraining
order  shall have been enacted, entered, promulgated or enforced by any court or
governmental  or  regulatory  authority  or  instrumentality which prohibits the
consummation  of  the  transactions  contemplated  hereby.

     Section  6.05     Consents.  All consents, approvals, waivers or amendments
                       --------
pursuant  to  all contracts, licenses, permits, trademarks and other intangibles
in  connection  with  the transactions contemplated herein, or for the continued
operation  of the Company and BP Senior Care after the Closing Date on the basis
as  presently  operated  shall  have  been  obtained.

     Section  6.06     Other  Items.  BP Senior Care shall have received further
                       ------------
opinions,  documents,  certificates, or instruments relating to the transactions
contemplated  hereby  as  BP  Senior  Care  may  reasonably  request.

                                  ARTICLE VII

                                  MISCELLANEOUS

     Section  7.01     No  Bankruptcy  and No Criminal Convictions.  None of the
                       -------------------------------------------
Parties  to  the  Agreement,  nor  their  officers,  directors  or  affiliates,
promoters,  beneficial  shareholders  or  control  persons,  nor any predecessor
thereof  have  been  subject  to  the  following:

          (a)  Any bankruptcy petition filed by or against any business of which
     such person was a general partner or executive officer within the past five
     (5)  years;

          (b)  Any  conviction  in  a  criminal proceeding or being subject to a
     pending  criminal  proceeding (excluding traffic violations and other minor
     offenses);

          (c)  Being subject to any order, judgment, or decree, not subsequently
     reversed,  suspended  or  vacated,  of any court of competent jurisdiction,
     permanently  or  temporarily  enjoining,  barring,  suspending or otherwise
     limiting  his  involvement  in  any type of business, securities or banking
     activities;  and

                                       17

<PAGE>

          (d)     Being  found  by a court of competent jurisdiction (in a civil
action),  the SEC or the Commodity Futures Trading Commission to have violated a
federal  or  state  securities or commodities law, and the judgment has not been
reversed,  suspended,  or  vacated.

     Section  7.02     Broker/Finder's Fee.  No broker's or finder's fee will be
                       -------------------
paid  in  connection  with  the transaction contemplated by this Agreement other
than fees payable to persons registered as broker-dealers pursuant to Section 15
of  the  Securities  Exchange Act of 1934.  The Company and BP Senior Care agree
that,  except  as  set  forth herein and on Schedule 7.02 attached hereto, there
were no brokers or finders involved in bringing the parties together or who were
instrumental  in  the  negotiation, execution or consummation of this Agreement.

     Section  7.03     Governing  Law  and Arbitration.  This Agreement shall be
                       -------------------------------
governed  by,  enforced,  and construed under and in accordance with the laws of
the United States of America and, with respect to the matters of state law, with
the  laws  of  the  State  of  New  York  without giving effect to principles of
conflicts  of law thereunder.  All controversies, disputes or claims arising out
of  or relating to this Agreement shall be resolved by binding arbitration.  The
arbitration  shall  be  conducted  in accordance with the Commercial Arbitration
Rules  of  the  American Arbitration Association.  All arbitrators shall possess
such  experience  in,  and  knowledge of, the subject area of the controversy or
claim  so  as to qualify as an "expert" with respect to such subject matter. The
governing  law for the purposes of any arbitration arising hereunder shall be in
New  York.  The  prevailing  party  shall  be entitled to receive its reasonable
attorney's  fees  and all costs relating to the arbitration.  Any award rendered
by  arbitration  shall be final and binding on the parties, and judgment thereon
may  be  entered  in  any  court  of  competent  jurisdiction.

Section  7.04     Notices.  Any  notice  or  other  communications  required  or
                  -------
permitted  hereunder  shall  be  in  writing  and shall be sufficiently given if
personally  delivered to it or sent by telecopy, overnight courier or registered
mail  or  certified  mail,  postage  prepaid,  addressed  as  follows:

     If to the Company, to:          MT  Ultimate  Healthcare  Corp.
                                     45  Main  Street,  Suite  617
                                     Brooklyn,  New  York  11201

     If to BP Senior Care, to:       BP  Senior  Care  Inc.
                                     2983  Kennedy  Boulevard
                                     Jersey  City,  New  Jersey  07306

     With  copies  to:               David  M.  Loev,  Attorney  at  Law
                                     2777  Allen  Parkway
                                     Suite  1000
                                     Houston,  Texas  77019

or  such  other  addresses  as shall be furnished in writing by any party in the
manner  for giving notices hereunder, and any such notice or communication shall
be  deemed to have been given (i) upon receipt, if personally delivered, (ii) on
the  day  after  dispatch, if sent by overnight courier, (iii) upon dispatch, if
transmitted by telecopy and receipt is confirmed by telephone and (iv) three (3)
days  after  mailing,  if  sent  by  registered  or  certified  mail.

     Section  7.05     Attorney's  Fees.  In  the  event  that  either  party
                       ----------------
institutes any action or suit to enforce this Agreement or to secure relief from
any default hereunder or breach hereof, the prevailing party shall be reimbursed
by  the  losing  party  for  all  costs,  including  reasonable attorney's fees,
incurred  in  connection  therewith  and in enforcing or collecting any judgment
rendered  therein.

     Section  7.06     Confidentiality.  Each party hereto agrees with the other
                       ---------------
that, unless and until the transactions contemplated by this Agreement have been
consummated,  it and its representatives will hold in strict confidence all data
and information obtained with respect to another party or any subsidiary thereof
from  any  representative,  officer,  director or employee, or from any books or
records or from personal inspection, of such other party, and shall not use such
data  or  information  or  disclose the same to others, except (i) to the extent
such  data  or  information is published, is a matter of public knowledge, or is
required  by  law  to  be  published;  or  (ii)  to the extent that such data or
information  must  be  used or disclosed in order to consummate the transactions
contemplated  by  this  Agreement.  In  the  event  of  the  termination of this
Agreement,  each  party  shall return to the other party all documents and other
materials obtained by it or on its behalf and shall destroy all copies, digests,
work  papers, abstracts or other materials relating thereto, and each party will
continue  to  comply  with  the  confidentiality  provisions  set  forth herein.

                                       18

<PAGE>

     Section  7.07     Public Announcements and Filings.  Except with respect to
                       --------------------------------
public  announcements  or  SEC  filings that were made prior to the execution of
this  Agreement,  and unless required by applicable law or regulatory authority,
none  of  the  parties  will issue any report, statement or press release to the
general  public,  to  the  trade, to the general trade or trade press, or to any
third  party (other than its advisors and representatives in connection with the
transactions  contemplated  hereby)  or  file  any  document,  relating  to this
Agreement  and  the  transactions contemplated hereby, except as may be mutually
agreed  by  the  parties.  Copies  of  any such filings, public announcements or
disclosures,  including  any  announcements  or  disclosures  mandated by law or
regulatory  authorities,  shall  be  delivered  to  each  party at least one (1)
business  day  prior  to  the  release  thereof.

Section  7.08     Schedules;  Knowledge.  Each  party  is  presumed to have full
                  ---------------------
knowledge  of all information set forth in the other party's schedules delivered
pursuant  to  this  Agreement.

     Section  7.09     Third  Party  Beneficiaries.  This  contract  is strictly
                       ---------------------------
between  the Company and BP Senior Care and the BP Senior Care Shareholder, and,
except  as  specifically provided, no director, officer, stockholder (other than
the  BP  Senior Care Shareholder and the Company Indemnified Persons), employee,
agent,  independent  contractor or any other person or entity shall be deemed to
be  a  third  party  beneficiary  of  this  Agreement.

     Section  7.10     Expenses.  Except  as  otherwise  provided,  the  Company
                       ---------
agrees  to  pay  all  costs  and expenses incurred in negotiating this Agreement
including legal, accounting (except for the fees associated with the audit of BP
Senior  Care,  as  provided  for  below)  and  professional  fees,  incurred  in
connection  with  the  Exchange  or  any  of the other transactions contemplated
hereby,  and  those costs and expenses incurred in consummating the transactions
described  herein.  BP  Senior  Care  agrees to pay all fees, expenses and other
costs  associated  with conducting an audit of its operations as provided for in
Section  4.10.

     Section  7.11     Entire  Agreement.  This  Agreement represents the entire
                       -----------------
agreement  between  the  parties  relating  to  the  subject  matter thereof and
supersedes  all  prior  agreements,  understandings and negotiations, written or
oral,  with  respect  to  such  subject  matter.

     Section  7.12     Survival;  Termination.  The representations, warranties,
                       ----------------------
and  covenants  of the respective parties shall survive the Closing Date and the
consummation  of  the  transactions  herein contemplated for a period of two (2)
years.

     Section  7.13     Counterparts.  This Agreement may be executed in multiple
                       ------------
counterparts,  each  of which shall be deemed an original and all of which taken
together  shall  be  but  a  single  instrument.

     Section  7.14     Amendment  or  Waiver.  Every  right  and remedy provided
                       ---------------------
herein  shall be cumulative with every other right and remedy, whether conferred
herein,  at law, or in equity, and may be enforced concurrently herewith, and no
waiver  by  any party of the performance of any obligation by the other shall be
construed  as  a  waiver  of the same or any other default then, theretofore, or
thereafter  occurring  or existing.  At any time prior to the Closing Date, this
Agreement may by amended by a writing signed by all parties hereto, with respect
to  any  of  the  terms  contained  herein,  and  any  term or condition of this
Agreement may be waived or the time for performance may be extended by a writing
signed  by  the  party  or  parties for whose benefit the provision is intended.

     Section  7.15     Best Efforts.  Subject to the terms and conditions herein
                       ------------
provided,  each  party  shall  use  its  best  efforts to perform or fulfill all
conditions  and  obligations  to  be  performed  or  fulfilled  by it under this
Agreement  so  that the transactions contemplated hereby shall be consummated as
soon  as practicable.  Each party also agrees that it shall use its best efforts
to  take,  or cause to be taken, all actions and to do, or cause to be done, all
things  necessary,  proper or advisable under applicable laws and regulations to
consummate  and  make effective this Agreement and the transactions contemplated
herein.

                                       19

<PAGE>

     Section  7.16  Faxed  Copies.  For  purposes  of  this  Agreement,  a
                    -------------
faxed  signature  will  constitute  an  original  signature.

     Section  7.17  Severability.  The  invalidity  or  unenforceability  of
                    ------------
any  term,  phrase, clause, paragraph, restriction, covenant, agreement or other
provision  of  this Agreement shall in no way affect the validity or enforcement
of  any  other  provision  or  any  part  thereof.

IN  WITNESS  WHEREOF, the corporate parties hereto have caused this Agreement to
be  executed  by  their respective officers, hereunto duly authorized, as of the
date  first-above  written.

                              MT  ULTIMATE  HEALTHCARE  CORP.


                              BY:  /s/ MacDonald Tudeme         5/28/04
                                -------------------------------------
                                    MacDonald  Tudeme,  Chief  Executive Officer


                              BP  SENIOR  CARE  INC.


                              BY:  /s/ Kerri Smith
                                -------------------------------------
                                    Kerri  Smith,  President


BP SENIOR CARE SHAREHOLDER:

/s/ Kerri Smith
--------------------------
Kerri Smith               100 shares

                                       20

<PAGE>