MT Ultimate Healthcare Corp.
                        18301 VON KARMAN,
                   SUITE 250, IRVINE, CA 92612
                          (949) 493-0040

AJW Partners,  LLC;
AJW Offshore,  Ltd.;
AJW Qualified  Partners,  LLC; and
New Millennium Capital Partners II, LLC
1044 Northern Blvd., Suite 302
Roslyn, NY 11576

Re: Letter Agreement.

Dear Gentlemen,

As you are aware, MT Ultimate Healthcare Corp. (the "Company") is a party with
AJW Partners,  LLC  ("Partners"),  AJW  Offshore,  Ltd. ("Offshore"), AJW
Qualified  Partners,  LLC ("Qualified"), and New Millennium Capital Partners
II, LLC  ("New  Millennium")  (Partners,  Offshore, Qualified and New
Millennium are collectively  referred  to  herein as the "Buyers") to a
Securities Purchase Agreement, dated August 31, 2004 and a Registration Rights
Agreement dated August 31, 2004 (collectively, the "Prior Purchase
Agreements.")  In connection with the Prior Purchase Agreements, the Company
has issued to the Buyers, a Callable Secured Promissory Note (the "Note") for
the amount of $500,000, with an additional $200,000 Note issuable upon the
effectiveness of a Registration Statement covering such Note (the "Face
Amount") on August 31, 2004.  Collectively, the Purchase Agreements together
with the Note are referred to herein as the ("Prior Purchase Documents").

In consideration of the Company agreeing to sell a Callable Secured Promissory
Note (the "New Note") for the amount of $3,000,000 pursuant to the Securities
Purchase Agreement and Registration Rights Agreement both dated November 4,
2005, (collectively, the "New Purchase Agreements' and together with the New
Note, the "New Purchase Documents"), we understand that the Buyers agree that
(i) the Face Amount shall be included in the amount advanced to the Company
under the New Note, (ii) the terms of the New Purchase Documents shall
supersede the Old Purchase Documents, and (iii) all interest, penalties, fees,
charges or other obligations accrued or owed by the Company to Buyers pursuant
to the Prior Purchase Documents("Prior Obligations") are waived;  provided
however, that in the event of any material breach of the New Purchase
Documents by the Company which is not cured within five days of receipt by the
Company of written notice of such breach from Buyers, the novation of the
Prior Purchase Documents and the waiver of the Prior Obligations shall be
revocable by the Buyers; and on such revocation, all Prior Obligations shall
be owed as if the Prior Purchase Documents were never superseded pursuant to
this letter.


                    [Signature page follows.]

If you agree with the forgoing, please sign your consent below.

Sincerely,


MT Ultimate Healthcare Corp.


By:  /s/ David Walters
Its: Exec. Vice President
Printed Name: David Walters


CONSENTED AND AGREED TO:


AJW Partners, LLC;

By:  SMS Group, LLC
     /s/ Corey S. Ribotsky
Its: Manager
Printed Name: Corey S. Ribotsky
Date: November 4, 2005


AJW Offshore, Ltd.;

By: First Street Manager II, LLC
    /s/ Corey S. Ribotsky
Its: Manager
Printed Name: Corey S. Ribotsky
Date: November 4, 2005


AJW Qualified Partners, LLC; and

By: AJW Manager, LLC
    /s/ Corey S. Ribotsky
Its: Manager
Printed Name: Corey S. Ribotsky
Date: November 4, 2005


New Millennium Capital Partners II, LLC

By: First Street Manager II, LLP
    /s/ Corey S. Ribotsky
Its: Manager
Printed Name: Corey S. Ribotsky
Date: November 4, 2005