Exhibit 10.22

MT Ultimate
     Healthcare  Corp.

             NURSE RECRUITMENT AND PLACEMENT SERVICES AGREEMENT FOR
             ------------------------------------------------------

                              INTERNATIONAL NURSES
                              --------------------

THIS  AGREEMENT  dated as of the 26th day of October 2004 is between MT ULTIMATE
HEALTHCARE CORP. (hence forth called as MTHC) with principle business at 45 Main
Street, Suite 617, NYC, NY and NURSE EMPLOYMENT & IMMIGRATION, INC., hereinafter
referred  to  as  NEI,  and  located at 800 Summer St, Suite # 511, Stamford, CT
06901.  MTHC  and  NEI  are,  at  times, collectively referred to herein as "THE
PARTIES"  or,  individually  referred  to  as  a  "PARTY".

WHEREAS  MTHC  is  in  the  business of recruiting and placing nurses and allied
healthcare  workers  in  healthcare  facilities  in  the  United  States,  and;

WHEREAS  NEI  is  in  the business of recruiting nurses and providing healthcare
staffing  services  to  its  clients,  and;

WHEREAS  MTHC  and  NEI  desire  to  enter  into an agreement upon the terms and
conditions  set  forth  below.

NEI  RESPONSIBILITIES:
     To  supply  resumes  of  CGFNS and IELTS passed nurses with Visa Screen for
     selection  by  MTHC.  To coordinate all the paper work for filing I-140 for
     immigration  purpose  with  the  help  of  lawyer and provide the necessary
     information  required  doing  so.  Maintain  contact  with nurse during the
     processing  period. NEI will be responsible to coordinate the NCLEX exam on
     arrival  of  the  Nurse  in  U.S.

MTHC  RESPONSIBILITIES:
     MTHC will be responsible for the Immigration of nurse. It shall provide all
     the  documents  required by UCIS while filing the I-140 but not limited to,
     which  include the financial capability to pay the wages, annual report and
     annual  tax  returns for the past 2 years. MTHC will be responsible for the
     orientation program and diversity program on arrival of nurse and including
     the  Visa  and medical expenses in the home country of the nurse. The nurse
     shall  on  arrival  prepare  for  the  NCLEX exam and shall appear the exam
     within  six  weeks  of  arrival.  Also MTHC shall get a work permit for the
     nurse  as  soon as she lands in USA so that she can work during the time of
     her  arrival  and passing of NCLEX exam. She shall be paid a allowance that
     shall be take care of her expenses. On successful passing of the NCLEX exam
     if  MTHC is not able to place the nurse on per diem basis they will pay the
     nurse  the  normal  salary  of  an  RN  and  benefits.

NOW, THEREFORE, MTHC and NEI, in consideration of the mutual promises herein and
other  good  and  valuable  consideration,  agree  as  follows:

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MT Ultimate
     Healthcare  Corp.

1.   SERVICES:  It  is  agreed  that  MTHC  has  engaged NEI to perform referral
     services for MTHC. Specifically, NEI will provide international immigration
     ready  nurses  to  be  employed  by  MTHC  with  a view toward successfully
     contracting them to its clients, which are hospital and/or other healthcare
     facilities.  The  Parties  acknowledge  that  both  MTHC  and NEI have been
     marketing  its  services  independently  prior  to  this Agreement and will
     continue  to  do  so,  subject  to  the  conditions  referenced  herein.

2.  COMPENSATION: In consideration of NEI'S successful referrals hereunder, MTHC
     agrees  to  pay  NEI  a  referral  fee  as set forth on EXHIBIT A. NEI will
     invoice  MTHC  at  the  address set forth below, and such invoices shall be
     payable by MTHC in accordance with the provisions outlined in EXHIBIT A. In
     general,  the  Parties  shall  each  be responsible for their own costs and
     expenses.

3.   CONFIDENTIALITY/NON-DISCLOSURE: During the performance of this Agreement it
     may be necessary for the Parties to provide confidential and/or proprietary
     information  to each other. The Parties agree that such information will be
     held  in strict confidence by the receiving party and will not be disclosed
     by  the  receiving  Party to any third party or used by the receiving Party
     for  its  own purposes, except to the extent that such disclosure or use is
     necessary  in  the  performance  by  the receiving party of its obligations
     under this Agreement. No information shall be subject to the protections of
     this  section  if  such  information  is:
     (a)  or  becomes  publicly  available;
     (b)  released  by  the  disclosing  party  to  any one without restriction;
     (c)  or  becomes known or developed by the receiving Party independently of
     the  confidential  and/or  proprietary  information  of  the  other  Party;
     (d)  or  released  in  response  to  a subpoena, court order or other legal
     process.
     Neither  Party  shall be liable, however, for the inadvertent or accidental
     disclosure  of  such  information  if  such  disclosure  occurs despite the
     exercise  of  the  same  degree  of  care  as  such party normally takes to
     preserve  and  safeguard  its  own proprietary information. All writings or
     documents containing information subject to the protections of this section
     will  be  returned  by  the  receiving Party upon request of the disclosing
     party.

     NON-DISCLOSURE:  All  information  provided by MTHC to NEI of a personal of
     professional  nature  concerning  any  of  its candidates, is to be held in
     strict  confidence.  This includes, but is not limited to, resumes sent via
     facsimile, mail or electronic mail, as well as any related materials. It is
     understood  that such documents may be provided to NEI for the sole purpose
     of  this  Agreement  and  NEI  shall  not release or otherwise provide such
     information  to  any  other  third  parties.
4.  RELATIONSHIP:
     MTHC  &  NEI  are  independent contractors acting for their own account and
     neither  Party  nor its employees are authorized to make any representation
     to  the  contrary  or  any  commitment  on  the other party's behalf unless
     previously  authorized  by  such party in writing. The Parties each warrant
     and  represent  that  they  have full authority to enter in this Agreement.

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MT Ultimate
     Healthcare  Corp.

5.   NON-COMPETE:
     Hospital  /  Nursing home at a particular location where NEI provided nurse
     employed  by  MTHC,  is  placed  on  a  contract  by  MTHC.

     A  Non-compete  period  is  defined  as  a period of one year from the last
     working  day  at  client, for a NEI provided nurse who is employed by MTHC.

     NEI  will  not,  directly or indirectly, contact and/or provide services of
     any  type,  to  any  of  the above Hospital/Nursing home in that particular
     location for Non-compete period, without the prior written consent of MTHC.

     Similarly  MTHC  shall  not  directly or indirectly, contact and/or provide
     services  of  any  type  to  any of the client introduced by NEI to MTHC by
     placing  any  MTHC  nurse  at the Hospital/Nursing home for a period of one
     year from the last working day of the MTHC nurse, without the prior written
     consent  of  NEI.

     Failure  to comply by the non compete agreement by either party will result
     in  payment  of $20,000 per nurse by the no complying party to the affected
     party.

7.  NON-SOLICITATION:
     It  is explicitly understood that in this arrangement the nurse provided by
     NEI  shall  enter  an employment agreement for a period of three years with
     MTHC. After this period, NEI shall have the first right to employ the nurse
     on  it's  own payroll or refer the nurse to any other hospital facility and
     MTHC  shall  have  no  objection.
     In  the  event  the  nurse  continues to work with MTHC as an employee or a
     contractor  then  MTHC  will  continue  paying fees to NEI as per EXHIBIT A

8.  INDEMNIFICATION:
     (a)  MTHC  agrees  to  indemnify  and  hold harmless NEI and its directors,
     officers,  employees  and NEIS from any against any and all damages, costs,
     losses,  liabilities,  claims  and  actions (including, without limitation,
     reasonable  attorneys'  fees)  (collectively,  "Loss")  arising  out of our
     relating  to  the  performance  of  this  Agreement or nurse actions, nurse
     malpractice,  medical  liabilities,  except  to the extent that any Loss is
     directly  attributable  to  willful  misconduct of NEI. MTHC will make sure
     that  the  nurses  employed through NEI'S referral are having the necessary
     qualification,  current  licenses  and  adequate  insurances  for  medical
     malpractice  and  professional  liability insurance before the nurse starts
     working  for  any  client.

     (b)  NEI  agrees  to  indemnify  and  hold harmless MTHC and its directors,
     officers,  employees  and  NEI  from  any  and  all damages, costs, losses,
     liabilities,  claims and actions (including, without limitation, reasonable
     attorneys'  fees  (collectively, "Loss") except to the extent that any Loss
     is  directly  attributable  to  willful  misconduct  of  MTHC.

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MT Ultimate
     Healthcare  Corp.

9.  GOVERNING  LAW:
     The parties agree that this Agreement shall be governed by and construed in
     accordance  with  the  laws  of  the  State  of  Connecticut  applicable to
     contracts  made  and  performed  within  the State of Connecticut. State of
     Connecticut  has  personal and subject matter jurisdiction over each of the
     parties  and  any  disputes  or  litigation  in  any way pertaining to this
     Agreement. Nothing contained herein shall be construed so as to require the
     commission  of  any act contrary to law, and wherever there is any conflict
     between  any  provision contained herein any present or future statute, law
     ordinance  or  regulation contrary to which the parties have no legal right
     to  contract,  the  latter shall prevail but the provision of this document
     which  is  affected  shall  be  curtailed  and  limited  only to the extent
     necessary  to bring it within the requirements of the law. The headings and
     captions  shall  not  be  considered  to be a part of the Agreement and are
     merely  for  convenience  purposes  only.

10.  REPRESENTATIONS  AND  WARRANTIES:

     a.  McDonald  Tudeme  is  the Chief Executive Officer of MTHC, has the full
     right,  power  and  authority  to  enter  into  this  Agreement.

     b.  Jay  Gawande  is the President of NEI and has the full right, power and
     authority  to  enter  into  this  Agreement.

     c.  MTHC  has  not  assigned  or  licensed  to  any  other  person, firm or
     corporation, or in any manner encumbered or hypothecated, any of the rights
     contemplated  herein,  or  committed  any  act  or  failed or omitted to do
     anything  to  cause  that  said  rights  could  or  might  be diminished or
     impaired;  and  there  are no rights, licenses and/or grants of any kind in
     favor of any person, firm or corporation and no claims, litigation or other
     proceedings  pending  or  threatened  which  could or purport to in any way
     impair,  limit, diminish or infringe upon the rights herein contemplated to
     be  granted  to  NEI.

     d.  During the term hereof, MTHC will not at any time hereafter execute any
     other agreement in conflict herewith or in any way attempt to sell, dispose
     of,  encumber  or  hypothecate  any of the rights herein contemplated to be
     granted  to  NEI.

     f.  If  a  nurse must be removed from the employment of Employer because of
     death  or  if  the nurse is incapacitated or otherwise physically unable to
     perform  their  duties, it will not be the responsibility of NEI to replace
     that  nurse  except  at  the  expense  of  Employer.

     g.  NEI  hereby  acknowledges  and claims that each nurse is under contract
     with  NEI for a period of three years and that this benefit can and will be
     extended  to  Employer(s).
     This  Agreement  shall not be binding upon MTHC unless signed on its behalf
     by  McDonald  Tudeme.

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MT Ultimate
     Healthcare  Corp.

11.  SUCCESSORS  AND  ASSIGNS:  All of the terms and provisions contained herein
     shall  inure to the benefit of and shall be binding upon the parties hereto
     and  their  respective  heirs,  executors,  administrators,  personal
     representatives,  successors  and  assigns.

12.  NOTICE:  Any  requirement  to  notify,  or  for "notice" or "notification"
     pursuant  to this Agreement shall be in writing and shall be effective when
     hand-delivered  to  the party for whom intended, or three (3) business days
     after deposit in the U. S. Mail (if sent by Certified Mail - Return Receipt
     Requested),  addressed  to  the  party for whom intended at the address set
     forth  below.

     If  to  MTHC:          MT  Ultimate  Healthcare  Corp.
                            Attn:  McDonald  Tudeme
                            45  Main  Street,  Suite  617
                            NYC,  NY
                            Facsimile:

     If  to  NEI:           Nurse  Employment  and  Immigration,  Inc.
                            Attn:  Jay  Gawande
                            25  Second  Street,  Suite  A
                            Stamford,  CT  06905
                            Facsimile:  (203)  547-6279

     Any  party  hereto  may  change  its  address  for the purpose of receiving
     notices,  demands  and other communications as herein provided by a written
     notice  given  in  the manner provided hereby to the other party or parties
     hereto.

13.  CONTRACT  TERMS  AND  CONDITIONS:
     The  initial  term  of  this  Agreement  shall be for one (1) year from the
     effective  date,  as  noted above and will remain in effect for a period of
     one  (1) year or until canceled by either Party upon thirty (30) days prior
     written  notice  to  the  other. It will renew automatically for additional
     one-year  terms  unless  either  Party provides the other written notice of
     termination  at least thirty (30) days prior to the expiration date of such
     term.

     NEI  agrees  that  this  document  shall  be  the  entire understanding and
     agreement  between the Parties with respect to the subject matter set forth
     herein,  and  all  prior  agreements,  understandings, covenants, promises,
     warranties,  and  representations, oral or written, express or implied, not
     incorporated  herein  are  superseded  hereby.  This  Agreement  may not be
     amended,  modified,  altered, supplemented, or changed in any way except in
     writing,  signed  by  the  Parties  and  attached  hereto  as an amendment.

14. RESOLUTION OF DISPUTE BY ARBITRATION: All disputes hereunder, the resolution
     of  which  are  not  provided  for  elsewhere  in  this Agreement, shall be
     resolved  by  arbitration  conducted  in  accordance  with the rules of the
     American Arbitration Association. The arbitration proceedings shall be held
     in  a mutually convenient location. The parties agree that the award of the
     arbitrator  will be final and binding on the parties and may be enforced or
     confirmed in any court of competent jurisdiction. The costs and expenses of
     the  arbitration,  including without limitation, the arbitrator, attorneys'
     fees  and costs, shall be apportioned between the parties by the arbitrator
     in  his  determination  of  the  relative  merits of each party's position.

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MT Ultimate
     Healthcare  Corp.

15.  TERMINATION  OF  AGREEMENT:
     This  Agreement  may  be  terminated  by  either  party  for  any reason by
     providing  thirty  (30) days written notice. Notwithstanding termination of
     this  Agreement,  MTHC'  obligation  to  compensate  NEI  as per exhibit A,
     continues  for  any  successful referrals made by NEI prior to termination,
     but  not previously compensated for as long as the referral nurse continues
     to work for MTHC. In addition, the provisions of Sections 2,3,5,6, 7, 8, 9,
     10,  11,  12,  13,  14,  &  15,16  &  17  shall  survive  any expiration or
     termination  of  this Agreement, in accordance with their respective terms.

16.  SEVERABILITY:  If any provision of this Contract will be held to be invalid
     or  unenforceable for any reason, the remaining provisions will continue to
     be  valid  and  enforceable.  If  a  court finds that any provision of this
     Contract  is  invalid or unenforceable, but that by limiting such provision
     it  would  become valid and enforceable, then such provision will be deemed
     to  be  written,  construed,  and  enforced  as  so  limited.

17.  ASSIGNMENT:  Neither Party may assign or transfer this Contract without the
     prior  written consent of the non-assigning Party, which approval shall not
     be  unreasonably  withheld.

18.  NO  ORAL  AMENDMENT  /  NO  WAIVER:  This  Agreement  may  not  be amended,
     modified,  superseded  or  cancelled,  nor may any of the terms, covenants,
     representations,  warranties  or  conditions  hereof be waived, except by a
     written  instrument  executed  by  the  party  against whom such amendment,
     modification,  supersede, cancellation or waiver is charged. The failure of
     any  party  at  any  time  or times to require performance of any provision
     hereof  shall  in no manner affect the right at a later time to enforce the
     same.  No  waiver  by  any  party of any condition, or of any breach of any
     term,  covenant, representation or warranty contained herein, in any one or
     more  instances,  shall  be  deemed  to  be  or  construed  as a further or
     continuing  waiver  of  any such condition or breach or waiver of any other
     condition  or  any  breach  of  any other term, covenant, representation or
     warranty.

19.  SEPARATE  COUNTERPARTS-EXECUTION  BY  FACSIMILE:  This  Agreement  may  be
     executed  in  one  or  more  separate  counterparts, each of which, when so
     executed,  shall  be  deemed  to  be  an original. Such counterparts shall,
     together,  constitute  and shall be one and the same instrument. Any signed
     copy  of  this  document  or of any other document or agreement referred to
     herein,  or  copy  or  counterpart  thereof,  delivered  by  facsimile
     transmission,  shall  for  all  purposes be treated as if it were delivered
     containing  an  original  manual  signature  of  the  party whose signature
     appears  in the facsimile, and shall be binding upon such party in the same
     manner  as  though  an  originally  signed  copy  had  been  delivered.

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MT Ultimate
     Healthcare  Corp.

20.  ENTIRE  AGREEMENT.  This  Agreement,  together  with  any related documents
     referred  to  in  this  Agreement, constitutes the entire understanding and
     agreement  of  the  parties  with  respect  to  the  subject matter of this
     Agreement,  and  any  and  all  prior  agreements,  understandings  or
     representations  are  hereby terminated and cancelled in their entirety and
     are  of  no further force or effect. No representation, promise, inducement
     or  statement  of  intention has been made by any of the parties hereto not
     embodied  in  this Agreement or in the documents referred to herein, and no
     party  shall be bound by or liable for any alleged representation, promise,
     inducement  or statements of intention not set forth or referred to herein.

IN  WITNESS HEREOF, the Parties hereto have caused this agreement to be executed
by their respective duly authorized signing officers, as of the day and year set
forth  above.

NEI                                                       MTHC

NURSE  EMPLOYMENT  &                   MT  ULTIMATE  HEALTHCARE  CORP.
IMMIGRATION,  INC.

By:   /s/ Jay Gawande                  By: /s/ Macdonald Tudeme
   ------------------------------      --------------------------------
Chief Executive Office                 President
---------------------------------      --------------------------------
Print  Name  Title                     Print  Name  Title

Date:  October 28, 2004                Date: October 28, 2004
      ---------------------------      -----------------------------

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MT Ultimate
     Healthcare  Corp.

EXHIBIT A ( PART OF NURSE RECRUITMENT AND PLACEMENT SERVICES AGREEMENT FOR
INTERNATIONAL NURSES)

PAYMENT  SCHEDULE  BY  MTHC  TO  NEI:

There  will  be  two  phases  in which the payment shall be done by MTHC to NEI.

THE  FIRST  PHASE would be when the Immigration of the nurse is being processed.

For  this  phase  following  milestones  would  result  in  the  below mentioned
payments,
$2000  when  nurse  is  selected.
$2000  when  the  immigration  is  filed.
$1000  before  visa  stamping  in  the  home  country  is  completed.
$1000  before  the  nurse  arrives  in  US.
The  only  exception  will be when the Nurse is in US the first installment will
change  to  $3000  and the last installment of $1000 will not be there as she is
already  in  US.  The  total  will  be  the  same.

THE SECOND PHASE shall begin when the nurse lands in US. Once the nurse lands in
US,  NCLEX  examination  refresher  course, applying for NCLEX exam and license,
applying for temporary work permit for the nurse shall be done by MTHC including
all  the  related  expenses.

The  nurse  shall be placed with a hospital in following manner. The nurse is in
contract  with NEI and MTHC to work for them or the hospital/healthcare facility
designated  for three years from the date they get licensed in US as RN or their
joining  any  health  care  facility  as  nominated  by MTHC. All the agreements
between  the  hospital  and  MTHC  shall  include  the  name of NEI as the nurse
provider.  NEI  shall  not  be  liable  for  the  nurse nor shall it receive any
payments  from the hospital or held responsible for any malpractice or liability
resulting  during  the  work  of  the  nurse  with  the  contracting health care
facility.

During  the  first  year  the  nurse  would  be leased out to the hospital for a
maximum  time  of  one year and for a rate of minimum $40 per hour to be paid to
MTHC.  In  this duration the nurse shall be an employee of MTHC and MTHC will be
responsible  for  her  salary and benefits which includes liability, malpractice
insurances  etc.  The hospital shall pay MTHC as per the contract and MTHC shall
disburse  the  salary  and  benefits  to  the  contracted  nurse.
NEI  shall  be  eligible  for  the  compensation  in  the  following  manner.
     -    Any  hourly  rate  of  up to $30.00 per hour results in $2/hour fee to
          NEI.
     -    Hourly  rate  between $30.01 and more NEI receives fifty (50%) percent
          of  the  excess  over $30.00, multiplied by the hours worked by nurse.
     -    No  of  hours  shall  include  over  time/part  time/weekend  work.

In  the  event the contract allows the hospital to hire the nurse after one year
for a mutually agreed amount included in the agreement, the money received shall
be  shared  equally  by both MTHC and NEI only after a mutually agreed amount is
paid  by  the  hospital.

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MT Ultimate
     Healthcare  Corp.

After  a  maximum of one year MTHC will place the nurse on a temporary, per-diem
arrangement with a Client referral, and NEI will be eligible for compensation as
follows:
     -    Any  hourly  per-diem  rate  of  up  to $30.00 per hour results in two
          dollars  (2.00)  fee  to  NEI.
     -    Hourly  rate  between $30.01 and more NEI receives fifty (50%) percent
          of  the  excess  over $30.00, multiplied by the hours worked by nurse.
     -    No  of  hours  shall  include  over  time/part  time/weekend  work.

The  gross  payment  that  is arrived for calculating the nurse pay shall be the
direct  salary  paid  and  expenses  towards  direct  benefits for the nurse. No
overhead  expenses in managing the nurse placement/ payroll/ income tax shall be
included.  The  net  income used for calculating the profit sharing between MTHC
and  NEI  will be the difference in money received towards the work of the nurse
after  deducting  the  gross  pay  of  the  nurse.

MTHC  will  promise  to pay nurse her promised salary, as long as the identified
nurse  provided  by NEI is MTHC employee. Also when the nurse provided by NEI is
working  as a contractor with any MTHC client a Hospital/ or Nursing home or any
other  health  care  facility  or service which is billable a copy of time sheet
would  be  provided  to NEI and a copy of invoice raised by MTHC for that nurse.
NEI  shall  raise  an invoice according to this agreement as soon as it receives
the  copy  of  invoice raised by MTHC to the contracting party. Payment shall be
made  to  NEI  within  10-business  day  from  the  date  of  Invoice.

NEI                                 MTHC

NURSE  EMPLOYMENT  &                MT  ULTIMATE  HEALTHCARE  CORP.
IMMIGRATION,  INC.

By:   /s/ Jay Gawande                  By: /s/ Macdonald Tudeme
   ------------------------------      --------------------------------
Chief Executive Officer                President
---------------------------------      --------------------------------
Print  Name  Title                     Print  Name  Title

Date:  October 28, 2004                Date: October 28, 2004
      ---------------------------      -----------------------------

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